Myers Scott Dunseth 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Scott Dunseth Sells Shares in Merger
What Happened
Myers Scott Dunseth, a director of Dynavax Technologies Corp. (DVAX), disposed of a total of 170,379 shares on February 10, 2026 in connection with Sanofi’s acquisition of Dynavax. Per the merger terms, all common stock was tendered for the $15.50 per-share cash offer, and outstanding RSUs and stock options were cancelled/converted into cash. The gross proceeds from the common-stock portion equal roughly $2.64 million (170,379 × $15.50); option cash-outs depend on each option’s exercise price.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger)
- Price: $15.50 per share (the Offer Price paid by purchaser, Sanofi)
- Shares/amounts disposed (sum): 170,379 shares (composed of direct common shares and derivative-related cancellations)
- Footnotes: Transactions occurred under the Agreement and Plan of Merger with Sanofi; RSUs were cancelled and converted to cash; outstanding options were accelerated to vest and converted to cash equal to (shares subject × (Offer Price − exercise price))
- Shares owned after transaction: The filing reports that all common stock held by the reporting person was tendered at the Effective Time; RSUs and options were cancelled/converted per merger terms
- Timeliness: Reported as part of the merger closing (no late-filing flag indicated)
Context
These dispositions are change-of-control cash-outs tied to the Sanofi tender offer and merger—not open-market sales. In M&A scenarios, insiders commonly tender shares and receive merger consideration; option-related amounts reflect cash settlements rather than exercise-and-hold or open-market sales. Such filings document the deal payout and don’t, by themselves, indicate the insider’s market view.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−3,800→ 0 total - Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F4]2026-02-10−31,204→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−45,000→ 0 totalExercise: $17.55→ Common Stock (45,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−16,875→ 0 totalExercise: $11.68→ Common Stock (16,875 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−22,500→ 0 totalExercise: $11.20→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−22,500→ 0 totalExercise: $11.85→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−28,500→ 0 totalExercise: $10.18→ Common Stock (28,500 underlying)
Footnotes (5)
- [F1]This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), and Samba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser").
- [F2]Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock"), for $15.50 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On February 10, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") award that was outstanding as of immediately prior to the Effective Time held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares issuable in settlement of such RSU award immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Offer Price.
- [F5]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time held by the Reporting Person became fully vested immediately prior to the Effective Time, and (ii) at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares subject to such stock option immediately prior to the Effective Time, without regard to vesting, multiplied by (ii) the excess of the Offer Price over the exercise price per share of such stock option.